TERMS & CONDITIONS
BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS AND CONDITIONS (THE “ORDER FORM”, AND TOGETHER WITH THESE TERMS AND CONDITIONS, THIS “AGREEMENT”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE STUUT PLATFORM (AS DEFINED BELOW).
This Agreement, by and between Stuut, Inc. (“Stuut”) and Customer, is effective as of the effective date set forth in the Order Form (the “Effective Date”), and governs Customer’s use of Stuut’s proprietary software-as-a-service platform which to facilitate and simplify debt collection services (the “Stuut Platform”).
Stuut reserves the right to change or modify portions of these Terms and Conditions at any time. If Stuut does so, it will post the changes on this page and will indicate at the top of this page the date these Terms and Conditions was last revised. Stuut will also notify Customer, either through an email notification or through other reasonable means. Any such changes will become effective upon Customer’s acceptance of the same (which acceptance may be granted by clicking a box indicating acceptance of the new Terms and Conditions or by delivery of an email notification of such changes to Customer’s email address set forth in the Order Form or otherwise associated with Customer’s account without an objection to such changes issued by Customer to Stuut in writing within ten (10) business days of such delivery). Each of Stuut and Customer may be referred to herein individually as a “Party” or collectively as “Parties”. Capitalized terms used in these Terms and Conditions that are not defined herein have the meanings given in the Order Form.
1. ACCESS TO THE STUUT PLATFORM
1.1. Access Grant. Stuut will use commercially reasonable efforts to make the Stuut Platform available to Customer. Subject to the terms and conditions of this Agreement, Stuut hereby grants Customer the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Stuut Platform during the Term (as defined below), solely for Customer’s internal business purposes in connection with managing collectible accounts.
1.2. Restrictions and Responsibilities. Customer will not provide access to the Stuut Platform except to its employees, contractors and consultants who assist in managing and/or servicing Customer’s properties (“Authorized Users”). Customer will be liable for the acts or omissions of Authorized Users in violation of this Agreement as if they were “Customer” hereunder. Customer will not, and will not permit any Authorized User to, use the Stuut Platform for any purpose other than the purposes expressly set forth herein. Customer may not, nor permit any Authorized User to, directly or indirectly:
(a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Stuut Platform;
(b) modify, translate, or create derivative works based on the Stuut Platform;
(c) use the Stuut Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than an Authorized User);
(d) remove any proprietary notices or labels or
(e) use the Stuut Platform to develop or improve a product or service that is competitive to the Stuut Platform. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Stuut Platform, including modems, hardware, server, software, operating system, networking, web servers and the like. Customer will also be responsible for maintaining the confidentiality of Customer’s and its Authorized Users’ usernames, passwords and account details, and for any actions taken by parties with access to such usernames and passwords. Customer will not, and will ensure that its Authorized Users do not, disclose such usernames and passwords to any third parties (other than Authorized Users). Customer will inform Stuut immediately if it discovers that any such username and/or password has been disclosed or made available to a third party, or that any unauthorized third party is otherwise accessing or using the Stuut Platform. Without limiting any other rights or remedies set forth herein or available pursuant to law, Stuut may immediately suspend Customer’s or any Authorized User’s access to the Stuut Platform if Customer is in breach of any term or condition of this Agreement.
2. OWNERSHIP; RESERVATION OF RIGHTS.
As between the Parties, Stuut retains all right, title and interest in and to the Stuut Platform and all associated intellectual property rights. Stuut grants no, and reserves any and all, rights with respect to the Stuut Platform other than the rights expressly granted to Customer under this Agreement. As between the Parties, Customer retains all right, title and interest in and to the Customer Data. Customer grants no, and reserves any and all, rights with respect to the Customer Data, other than the rights expressly granted to Customer under this Agreement.
3. FEES; PAYMENT TERMS.
3.1 Fees. Customer will pay to Stuut the fees set forth in the Order Form in accordance with the payment terms set forth therein and herein. Stuut may increase prices for any Renewal Term (as defined below) by providing Customer notice of the price increase at least forty-five (45) days’ prior to the end of the then-current term.
3.2 Payment Terms. Payment obligations are non-cancelable and all fees paid are non-refundable. Past due amounts shall bear a late payment charge, until paid, at the rate of one and one half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. If the Order Form requires that Stuut invoice Customer for any fees, Customer will pay all such invoiced amounts within thirty (30) days of receipt of the applicable invoice.
3.3 Net of Taxes. All amounts payable by Customer to Stuut hereunder are exclusive of any sales, use and other taxes or duties, however designated, including withholding taxes, excise, sales, use, value-added and property taxes (collectively “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Stuut. Customer will not withhold any Taxes from any amounts due Stuut.
3.4 Payment Processing Fees. Please refer to the fees for payment processing services that are set forth in the Payments Processing agreement signed with Stuut. Card processing fees will not exceed 3.5% and $0.30 per card transaction.
